<PAGE>
As filed with the Securities and Exchange Commission on April 7, 2000.
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-1
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
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INTERTRUST TECHNOLOGIES CORPORATION
(Exact Name of Registrant as Specified in its Charter)
<TABLE>
<S> <C> <C>
Delaware 7371 52-1672106
(State or Other Jurisdiction of (Primary Standard Industrial (I.R.S Employer
Incorporation or Organization) Classification Code Number) Identification Number)
</TABLE>
4750 Patrick Henry Drive, Santa Clara, CA 95054
(408) 855-0100
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
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Victor Shear
Chief Executive Officer and Chairman of the Board
InterTrust Technologies Corporation
4750 Patrick Henry Drive, Santa Clara, CA 95054
(408) 855-0100
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
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Copies to:
<TABLE>
<S> <C>
Robert V. Gunderson, Jr., Esq. Laird H. Simons III, Esq.
Bennett L. Yee, Esq. Katherine Tallman Schuda, Esq.
William E. Growney, Jr., Esq. Pamela A. Sergeeff, Esq.
Margaret E. Paige, Esq. Fenwick & West LLP
Gunderson Dettmer Stough Two Palo Alto Square
Villeneuve Franklin & Hachigian, LLP Palo Alto, California 94306
155 Constitution Drive (650) 494-0600
Menlo Park, California 94025
(650) 321-2400
</TABLE>
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Approximate date of commencement of proposed sale to the public:
As soon as practicable after the effective date of this Registration
Statement.
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, as amended, check the following box. [_]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [X] 333-32484
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]
If this Form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [_]
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CALCULATION OF REGISTRATION FEE CHART
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<TABLE>
<CAPTION>
Proposed Proposed
Title of Each Class of Maximum Maximum Amount of
Securities to be Amount to be Offering Price Aggregate Registration
Registered Registered(1) Per Share Offering Price Fee(2)
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<S> <C> <C> <C> <C>
Common Stock, $0.001 par
value per share....... 776,250 $35.00 $27,168,750 $7,173
</TABLE>
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(1) Includes 101,250 shares of common stock that the underwriters have the
option to purchase to cover over-allotments, if any.
(2) 5,520,000 shares of common stock were registered under Securities Act
Registration Statement No. 333-32484, whereby a filing fee of $44,899 was
previously paid with such earlier registration statement.
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The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant
shall file a further amendment that specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933, as amended, or until the Registration Statement
shall become effective on such date as the Securities and Exchange Commission,
acting pursuant to such Section 8(a), may determine.
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<PAGE>
INCORPORATION BY REFERENCE
The contents of the Registration Statement on Form S-1, as amended (File No.
333-32484) filed by InterTrust Technologies Corporation and declared effective
April 6, 2000 are hereby incorporated by reference.
The Company hereby certifies to the Commission that (i) it has instructed
its bank to pay the Commission the filing fee set forth on the cover page of
this Registration Statement by a wire transfer of such amount to the
Commission's account at Mellon Bank as soon as practicable (but no later than
the close of business on April 7, 2000), (ii) it will not revoke such
instructions, (iii) it has sufficient funds in the relevant account to cover
the amount of such filing fee, and (iv) it will confirm receipt of such
instructions by its bank during the bank's regular business hours on April 7,
2000.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Santa Clara, State of
California, on this 6th day of April, 2000.
Intertrust Technologies Corporation
/s/ Victor Shear
By __________________________________
Victor Shear
Chairman of the Board and
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, as amended, this
Registration Statement has been signed by the following persons on behalf of
the Registrant and in the capacities and on the dates indicated:
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Victor Shear Chairman of the Board and April 6, 2000
______________________________________ Chief Executive Officer
Victor Shear (Principal Executive
Officer)
/s/ David C. Chance* Executive Vice Chairman April 6, 2000
______________________________________
David C. Chance
/s/ Erwin N. Lenowitz* Vice Chairman of the April 6, 2000
______________________________________ Board, Chief Financial
Erwin N. Lenowitz Officer (Principal
Financial and Accounting
Officer) and Secretary
/s/ Edmund J. Fish* Director, Executive Vice April 6, 2000
______________________________________ President, and Chief
Edmund J. Fish Business Officer
/s/ David Van Wie* Director and Senior Vice April 6, 2000
______________________________________ President of Research
David Van Wie
/s/ Bruce Fredrickson* Director April 6, 2000
______________________________________
Bruce Fredrickson
/s/ Satish K. Gupta* Director April 6, 2000
______________________________________
Satish K. Gupta
*/s/ Victor Shear
______________________________________
Attorney-in-Fact
</TABLE>
<PAGE>
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit
No. Description
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<C> <S>
1.1* Form of Underwriting Agreement.
5.1 Opinion of Gunderson Dettmer Stough Villeneuve Franklin & Hachigian,
LLP.
23.1 Consent of Ernst & Young LLP, independent auditors.
23.2 Consent of Counsel. Reference is made to Exhibit 5.1.
24.1* Power of Attorney.
</TABLE>
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* Incorporated by reference from Registration Statement on Form S-1, as
amended, filed by the Registrant (Reg. No. 333-32484).
<PAGE>
EXHIBIT 5.1
April 7, 2000
InterTrust Technologies Corporation
4750 Patrick Henry Drive
Santa Clara, CA 95054
Re: Registration Statement on Form S-1
----------------------------------
Ladies and Gentlemen:
We have examined the Registration Statement on Form S-1 (File No. 333-
32484) originally filed by InterTrust Technologies Corporation (the "Company")
with the Securities and Exchange Commission (the "Commission") on April 7, 2000,
as thereafter amended or supplemented (the "Registration Statement"), in
connection with the registration under the Securities Act of 1933, as amended,
of up to 776,250 shares of the Company's Common Stock (the "Shares"). The
Shares, which include an over-allotment option granted by the Company and
certain Selling Stockholders of the Company to the Underwriters to purchase up
to 101,250 additional shares of the Company's Common Stock, are to be sold to
the Underwriters by the Company and certain Selling Stockholders of the Company
as described in the Registration Statement for resale to the public. As your
counsel in connection with this transaction, we have examined the proceedings
taken and are familiar with the proceedings proposed to be taken by you in
connection with the sale and issuance of the Shares.
It is our opinion that, upon completion of the proceedings being taken or
contemplated by us, as your counsel, to be taken prior to the issuance of the
Shares being sold by the Company and upon completion of the proceedings being
taken in order to permit such transactions to be carried out in accordance with
the securities laws of the various states where required, the Shares being sold
by the Company, when issued and sold in the manner described in the Registration
Statement and in accordance with the resolutions adopted by the Board of
Directors of the Company, will be legally and validly issued, fully paid and
non-assessable.
We consent to the use of this opinion as an exhibit to said Registration
Statement and further consent to the use of our name wherever appearing in said
Registration Statement, including the prospectus constituting a part thereof,
and in any amendment or supplement thereto.
Very truly yours,
/s/ Gunderson Dettmer Stough
Villeneuve Franklin & Hachigian, LLP
Gunderson Dettmer Stough
Villeneuve Franklin & Hachigian, LLP
<PAGE>
EXHIBIT 23.1
CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
We consent to the references to our firm under the captions "Selected
Financial Data" and "Experts" incorporated by reference in the Registration
Statement (Form S-1) and related Prospectus of InterTrust Technologies
Corporation for the registration of 776,250 shares of its common stock and to
the incorporation by reference therein of our report dated January 14, 2000,
except as to the paragraph titled "Stock Split" of Note 1, as to which the date
is January 27, 2000, with respect to the consolidated financial statements of
InterTrust Technologies Corporation included in its Registration Statement
(Form S-1 No. 333-32484) filed with the Securities and Exchange Commission.
/s/ Ernst & Young LLP
Palo Alto, California
April 6, 2000
